TERMS AND CONDITIONS FOR AOL HOT JOB SITE AWARD PROGRAM

Congratulations! Your Web site has been selected to receive this week's AOL Hot Job Site Award. We offer you the opportunity to participate in AOL's Hot Job Site award program (the "Program") provided that you agree to the following terms (this "Agreement").

BY SIGNING AND RETURNING TO US THE NOTICE OF AWARD LETTER (the "Letter"), YOU SIGNIFY THAT YOUR PARTICIPATION IN THE PROGRAM IS GOVERNED BY THE TERMS OF THE LETTER AND THIS DOCUMENT (the "Agreement").

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1. DEFINITIONS. In addition to the other terms defined throughout this Agreement, the following terms have the meanings set forth below:

*"AOL Network" means any product, service or property owned, operated, distributed, or authorized for distribution by or through AOL or any affiliate of AOL worldwide, regardless of means of transmission (e.g., cable, satellite, DSL, wireless, etc.).

*"Badge" means the AOL branded, "AOLHot Job Site" Icon and code provided by us to you to display the Award on your site.

*"Participant Site(s)" mean the specific Web site(s) that are operated by you and located at the domains (including any subdomains) specifically designated by us in the Letter as the subject of the Award.

*"Products" mean any goods or services offered on or through the Participant Site(s).

*"We", "us" or "our" means AOL Inc. and its operating divisions.

*"You" and "your" means both you and such person or entity on whose behalf you act, if any. If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to this Agreement.

2. CRITERIA. We determine in our sole and editorial discretion the sites that may participate in the Program. No relationship, past, present or future with us is required to qualify for the Program. Candidates are not required to purchase advertisements from us. Our criteria for granting awards include without limitation: the site is helpful to job seekers or people seeking career advice; the site is an attractive destination with unique and useful tools and features that keep users coming back; the site has great buzz and a positive reputation within the employment/hiring industry; the site has personalization and other interactive features; the site has a strong success rate. Our focus is to award sites that are unique and offer a fresh perspective in providing services and information to consumers.

3.OUR LICENSE TO YOU. Subject to the terms of this Agreement, we grant you a limited, revocable, non-transferable, non-sublicensable, non-assignable license to display the Button, but only exactly as we provide them to you, and only on the Participant Site(s). The Button must lead users directly to the URL provided by us in the URL link provided with the Button. You shall not distribute any Button or code provided by us in any manner except as expressly authorized by this Agreement. We do not grant you any other license to use the Button, any AOL trademarks, or any other content provided by us. You may not:

*modify the Button;

*redirect the Button to any URL except the URL we specifically provide to you for the Button;

*insert any intermediary pop up or Web page between the link from the Button to the AOL Network; and

*frame, alter, modify, obscure, copy or redistribute any Web pages or content on the AOL Network.

4.YOUR LICENSE TO US. Subject to the terms and conditions herein and for the term of this Agreement, you grant us a nonexclusive, nontransferable, revocable and royalty-free right and license to use your trademarks, trade name, service marks and logos throughout the AOL Network solely in connection with the promotions we describe in the Letter and for associated publicity and related purposes.

5.PROPRIETARY RIGHTS. Each party acknowledges and agrees that its use of the other's marks will not create in such party any right, title or interest in such marks and that all such use of the marks of the other party and the goodwill generated thereby will inure to the benefit of the other party.

Title, ownership and intellectual property rights in the Button, the AOL Network and all other content, software, services and materials offered on or through the Program shall remain with us, our licensors and/or other providers. We shall own all advertising and revenue derived from the AOL Network, including an pages on the AOL Network that may include promotions for you. Title, ownership, and intellectual property rights in the Participant Site(s) and all other content, software, services and materials offered on or through the Participant Site(s) shall remain with you, your licensors and/or other providers. You shall own all advertising and revenue derived from the Participant Site(s). The parties acknowledge that each party's intellectual property rights are protected by copyright, patent, trade secret and other intellectual property laws and by international treaties. Each party shall not take any action to jeopardize, limit or interfere in any manner with these rights.

6.RIGHT TO TERMINATE. We may, in our sole discretion, suspend or terminate your participation in the Program at any time, including without limitation, if we believe you are in violation of this Agreement or if the Participant Site no longer meet our criteria. All decisions made by us in this matter will be final and you agree that we shall have no liability with respect to such decisions. Upon notice from us, you shall promptly remove the Badge and any references to the Award from the Participant Site(s). We may use any remedies, including the provisions of Section 19 below, to enforce your compliance with this Section. You shall not have any vested right or enforceable interest to participate in the Program.

7.PLACEMENTS.We make no representations regarding the rank, location and prominence of any promotions we may provide for you on the AOL Network. We have the sole right to determine whether and where a promotion for you will be displayed within the AOL Network.

8.PARTICIPANT SITE REQUIREMENTS.You shall ensure that the Participant Sites are current, accurate and well-organized at all times. The Participant Site(s): (i) shall not infringe on or violate any copyright, trademark, patent or any other third party right, including without limitation, any music performance or other music-related rights; (ii) shall comply with applicable laws and regulations; (iii) shall not disparage us; (iv) shall not state or imply that we endorse any of your Products; (v) shall not contain any content or Products that violates any applicable law or regulation, including those relating to contests, sweepstakes or similar promotions; (vi) shall not promote gambling; (vii) shall not contain content that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions, or accounts of, sexual acts, victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (viii) shall not contain viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; or (ix) shall not encourages conduct that would constitute a criminal offense or result in civil liability.

9.OBLIGATION FOR PRODUCTS AND CUSTOMER SERVICE. All Product descriptions, pricing for Products, shipment and refund policies for Products offered through the Participant Site(s) shall be true, accurate and up to date. We shall have no obligations with respect to the Products, including, but not limited to, any duty to review or monitor any such Products. You shall bear full responsibility for all customer service to persons or entities accessing the Participant Site(s). These obligations shall include without limitation, order processing, billing, fulfillment, shipment, collection and other customer service associated with any Products offered, sold or licensed through each Participant Site(s), and we shall have no obligations whatsoever with respect thereto. You shall comply with the requirements of any consumer protection or disclosure laws. You agree to indemnify us in accordance with the terms of Section 16 below if you fail to comply with your obligations in this Section 9.

10. CONFIDENTIAL INFORMATION.

a. Definition of Confidential Information. "Confidential Information" means any business, financial, engineering or technical information belonging to us or properly in our possession, regardless of form or medium, which is (1) marked as "confidential" or "proprietary" or the like when disclosed by us to you, or (2) which a reasonable person would recognize as confidential or proprietary considering the nature of the information and the circumstances of our disclosure.

b. Restrictions on Your Use of Confidential Information. You acknowledge that Confidential Information may be disclosed by us to you during your participation in the Program. You agree that you will (1) treat the Confidential Information with the same degree of care normally used to protect your own proprietary and/or confidential information, but in no event with less than a reasonable degree of care; (2) use the Confidential Information only to participate in the Program; and (3) safeguard the Confidential Information from unauthorized use and/or disclosure.

11. USER DATA. You agree that all data and information that we collect or obtain by users of the AOL Network shall belong to us and constitutes our Confidential Information. You shall own any information on users of Participant Sites subject to applicable law and the terms of the privacy policy that you post on the applicable site.

12. SUBMISSIONS. You agree that all content, comments, suggestions, ideas, complaints and other feedback relating to the Program that you submit or disclose to us may be used by us and our licensors, suppliers and licensees in any manner whatsoever, for no compensation and without limitation of any kind (the "Submissions"). We shall not be obligated to take action based upon any Submission provided by you.

13.REPRESENTATIONS.Each Party represents and warrants to the other party that: (i) such party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the performance by such party of its obligations under this Agreement will not violate any agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party.

14. DISCLAIMER OF WARRANTY; AS IS. WE PROVIDE THE PROGRAM TO YOU "AS IS" AND WITH ALL FAULTS. YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF BEING DISCLAIMED. FURTHER, EACH PARTY DISCLAIMS ANY REPRESENTATIONS REGARDING THE RESULTS OR GENERATION OF WEB TRAFFIC THAT MAY RESULT FROM THE PROGRAM.

15.LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY, ITS PARENT, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, OR COMPUTER FAILURE OR MALFUNCTION.

16. INDEMNITY. Each party shall indemnify, hold harmless and, at our request, defend the other party and/or its licensors, officers, directors, employees, agents and representatives from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to a party's breach of any breach of any provision of this Agreement. Each party shall promptly notify the other party of any claim, and shall cooperate in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that we approve the terms of any settlement or compromises (which approval shall not be unreasonably withheld).

17. TERM. The Term of this Agreement shall be six (6) months from the date of the Late. Upon termination or expiration of this Agreement, you shall promptly remove all Buttons and references about the Award from the Participant Sites.

18. ELECTRONIC NOTICES. YOU AGREE TO TRANSACT WITH US ELECTRONICALLY. YOU AGREE THAT THESE TERMS HAVE THE same force and effect as an agreement in writing. You further agree to receive all required notices from us electronically.

19. INJUNCTIVE RELIEF. You acknowledge and agree that, notwithstanding any other provision in this Agreement, your breach or threatened breach of this Agreement shall cause us irreparable damage for which recovery of money damages would be inadequate and that we, therefore, may obtain timely injunctive relief to protect our rights under this Agreement, in addition to any and all other remedies available to us at law or in equity.

20. RELATIONSHIP. Your participation in the Program does not create any partnership, joint venture or agency relationship between you and us. Neither party has the power to direct or control the day-to-day activities of the other or to create or assume any obligation on behalf of the other party. This Agreement gives you no beneficial interest in any advertising agreements that we have with affiliates or third parties.

21. SURVIVAL. Sections 5, 9 through 16, and 18 through 23 shall survive the expiration or termination of this Agreement.

22. JURISDICTION; VENUE.You agree that the laws of the Commonwealth of Virginia govern this Agreement, without regard to Virginia's conflicts of law principals, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability to this Agreement. You further agree that any disputes or claims arising under this Agreement will be resolved by a state or federal court located in the Commonwealth of Virginia, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

23. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between you and us concerning the subject matter of this Agreement, which may only be modified by us. (b) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (c) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent as nearly as practicable, and the remaining portions remain in full force and effect, or we may at our option instead terminate this Agreement. (d) The controlling language of this Agreement is English. (e) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (f) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. We may assign this Agreement to any entity at our sole discretion. (g) This Agreement shall be binding upon and shall inure to the benefit of you and us, and to your and our successors and permitted assigns. (h) Neither you nor we shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond your or our reasonable control.